Omnitek Engineering Corp. filed a Current Report on Form 8-K dated September 23, 2026, detailing the issuance of Series A Preferred Stock and related financial transactions. The company announced that on September 29, 2026, it closed the sale of 5,000 shares of Series A Preferred Stock for $500,000. This transaction was conducted pursuant to a Preferred Stock Purchase Agreement dated September 27, 2026, and was exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
The filing outlines the terms of the Series A Preferred Stock, which has an authorized capitalization of 20,000 shares. Each share carries an Original Issue Price of $100 and is entitled to 50,000 votes per share. The Series A Preferred Stock is also convertible at the holder's option into 50,000 shares of common stock. Additionally, the shares automatically convert into common stock upon the closing of a firm-commitment public offering with gross proceeds of at least $20,000,000 at a price of at least $5.00 per share.
Separately, the company issued a warrant to a third party for $550,000. This warrant grants the holder the right to purchase 91,666,666 shares of common stock over a five-year period. The warrant has an exercise price of $0.004 per share and includes a cashless exercise feature. The number of shares purchasable is limited to ensure the holder’s beneficial ownership does not exceed 4.99% of the total outstanding common stock.
The filing also indicates a change in control. The 5,000 shares of Series A Preferred Stock were sold to Hard Rock Holdco, LLC, granting the holder 250,000,000 votes. This voting power enables the holder to control the election of the company's board of directors. Concurrently with these transactions, all outstanding options to acquire 1,450,000 shares of common stock were cancelled, leaving no stock options outstanding as of the report date.
